| Tue 2 Aug 2011, 17:22 | | PLD - Paladin Capital Limited - Curro unbundling finalisation announcement |
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PLD COH
PLD
PLD - Paladin Capital Limited - Curro unbundling finalisation announcement
PALADIN CAPITAL LIMITED
Incorporated in the Republic of South Africa
(Registration number: 2007/032836/06)
Share Code: PLD
ISIN Number: ZAE000138970
("Paladin" or "the company")
CURRO UNBUNDLING FINALISATION ANNOUNCEMENT
Paladin shareholders are referred to the joint SENS announcement together
with PSG Group Limited ("PSG") dated Wednesday, 13 July 2011, whereby Paladin
shareholders were advised that the Board of Paladin had resolved to unbundle
125 007 040 Curro Holdings Limited ("Curro") shares, equating to 77.54% of
the entire issued share capital in Curro to Paladin shareholders ("Curro
Unbundling") and that PSG had submitted a conditional intention to make an
offer to acquire 100% of the issued share capital in Paladin, not already
held by PSG, through PSG Financial Services Limited, in terms of a Scheme of
Arrangement ("the Scheme"), which constitutes a total of 108 295 409 Paladin
shares.
In terms of the joint announcement, the Curro Unbundling is subject to
irrevocable undertakings supporting the Scheme being received by Paladin from
at least 50% of Paladin shareholders eligible to vote at the Scheme ("the
Condition Precedent"), which condition PSG can waive.
Paladin to date has received irrevocable undertakings from more than 40% of
Paladin shareholders eligible to vote in terms of the Scheme and PSG has
decided to waive the Condition Precedent for the Curro Unbundling.
Accordingly, Paladin shareholders are advised that all conditions precedent
to the unbundling of Curro have been fulfilled and that the unbundling will
be implemented in accordance with the timetable below:
Last day to trade in Paladin shares on the JSE to Friday, 12 August 2011
participate in the Curro Unbundling
Paladin shares trade "ex" their entitlement to Curro Monday, 15 August 2011
shares received by Paladin shareholders pursuant to
the Curro Unbundling
Paladin shareholders commence trading in their Monday, 15 August 2011
unbundled Curro shares (the JSE code for Curro will
remain "COH" and the ISIN will remain "ZAE000156253")
Curro Unbundling record date Friday, 19 August 2011
Dematerialised shareholders will have their accounts Monday, 22 August 2011
with their CSDP or broker updated with the unbundled
Curro shares on
Share certificates in respect of the unbundled Curro Monday, 22 August 2011
shares will be posted, by registered post, at the
risk of the certificated shareholders concerned on or
about
Note: No dematerialisation or re-materialisation of Paladin share
certificates may take place between Monday, 15 August 2011 and
Friday, 19 August 2011, both days inclusive.
Based on 125 007 040 Curro shares held by Paladin and 580 583 860 Paladin
shares in issue, Paladin shareholders who are recorded in the register at the
close of business on Friday, 19 August 2011 will receive 21.53126 Curro
shares for every 100 Paladin shares held ("entitlement ratio"). If the
application of the entitlement ratio would result in the number of Curro
shares to be distributed to any Paladin shareholder not being a whole number,
the relevant fraction will be rounded up to the nearest whole number if the
fraction is equal to or greater than 0,5 of a Curro share; or rounded down to
the nearest whole number if the fraction is less than 0.5 of a Curro share.
This announcement is not being presented, directly or indirectly, in any
jurisdiction where the unbundling of the Curro shares to Paladin shareholders
would or might constitute a violation of the laws of such jurisdiction or
require registration or approval under the securities laws of such
jurisdiction and accordingly Paladin shareholders in any such jurisdiction
will not receive Curro shares. Such Paladin restricted shareholders should
contact Paladin`s corporate advisor, PSG Capital on (021) 887 9602, who shall
make alternative arrangements to dispose of such Curro shares and remit the
funds to such restricted Paladin shareholders.
Stellenbosch
2 August 2011
Corporate advisor
PSG Capital
Designated advisor
Questco Sponsors (Pty) Limited
Date: 02/08/2011 17:22:13 Produced by the JSE SENS Department.
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